Plaintiffs,
GBB Properties Two, LLC and DBR Properties, LLC (GBB and
DBR), appeal the trial court's judgment granting the
defendant's, Stirling Properties, LLC, exception of no
cause of action. For the following reasons, we reverse.

FACTUAL
AND PROCEDURAL BACKGROUND

This
case involves complex commercial developments relating to a
mixed-use retail center known as "Ambassador Town
Center" (Town Center) in Lafayette, Louisiana. The
construction of the retail center involved extensive public
infrastructure improvements relating to roads, sidewalks,
streetlights, traffic signals, street modifications, drainage
improvements, and public utilities. There are multiple
parties to various contracts and a PILOT (payment in lieu of
taxes) agreement.

In May
2016, GBB and DBR filed suit against Stirling, CBL Associates
Management, Inc., and Ambassador Infrastructure, LLC. It
alleged breach of contract by Stirling and Ambassador
Infrastructure "an entity created by Stirling and/or
CBL, " including 1) negligent misrepresentation, 2)
breach of fiduciary duty, 3) breach of contract due to
substandard construction, 4) property damage, and 5)
requested an accounting of the PILOT funds. Ambassador
Infrastructure filed an answer and reconventional demand in
June 2016. In July 2016, Stirling and CBL filed peremptory
exceptions of no cause of action and a dilatory exception of
vagueness arguing, essentially, that the PILOT agreement GBR
and DBR entered into was with Ambassador Infrastructure, and
"Plaintiffs have not alleged facts to suggest that
[Ambassador] Infrastructure's corporate veil should be
pierced." Attached to its pleading was the "PILOT
REIMBURSEMENT AGREEMENT, " a ten-page document signed by
representatives of Ambassador Infrastructure, L.L.C. and
Ambassador Town Center JV, L.L.C. with subheadings for each
as follows:

By CBL Holdings I, Inc., a Delaware corporation, its sole
general partner

Both
were signed by Farzana K. Mitchell, Executive Vice President
and Chief Financial Officer.

In
August 2016, GBB and DBR filed a motion for leave to file an
amended petition, which was granted. In their amended
petition, they added as a defendant Four Magnolias, LLC,
stating that it is "owned and/or controlled by Stirling
and is located in and operated from Stirling's corporate
office." It also added

Ambassador
Town Center JV, LLC stating that it is "owned and
controlled by Stirling and its joint venture partner, CBL
& Associates Property, Inc." GBB and DBR further
stated that Town Center "is operated from Stirling's
corporate office." Finally, GBB and DBR urged that
Ambassador Infrastructure is owned and/or controlled by
Stirling, that is has no existence separate from Stirling,
and that together they "constitute a single business
enterprise and/or Infrastructure is the alter ego or
instrumentality of Stirling."

The
amended petition then went on to describe, in more than
twenty pages, the nature of the relationship between Stirling
and GBB/DBR and the agreements pertaining to the PILOT
program. In essence, GBB and DBR claim that Stirling failed
to construct the public utility improvements it agreed to in
the original purchase agreement, instead using PILOT monies
to fully develop its tract of land while neglecting the
GBB/DBR land.

The
thirty-eight-page amended petition contained the following
allegations:

COUNT I: Declaratory Judgment (Against Stirling and
Infrastructure)

COUNT 2: Breach of Purchase Agreement and Guaranty (Against
Four Magnolias, Town Center, and Stirling)

GBB and
DBR entered into a Purchase Agreement with Four Magnolias to
sell at least forty-one acres of the master tract of land.
Stirling executed a "Guaranty of Buyer's
Performance, " guaranteeing the performance of the
obligations "under the terms of the Purchase
Agreement." Stirling further agreed to be "jointly
and severally liable with Buyer" for all obligations of
the Purchase Agreement. The development plans outlined that
GBB and DBR would give Four Magnolias up to a $1.4 million
infrastructure credit against the purchase price. Stirling
then proposed to GBB and DBR that the infrastructure
improvements could be accomplished through a PILOT program,
to which GBB an DBR agreed.

Regarding
its claim that Stirling and Ambassador Infrastructure are a
single business enterprise, GBB and DBR state in their first
amended and supplemental verified petition:

166.

On information and belief, Infrastructure has no assets or
existence separate and apart from Stirling and is wholly
owned, controlled, funded and/or financed by Stirling.
Infrastructure conducts no ...

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